Articles of Incorporation
1 Definitions and interpretation
1.1 Any standard articles as may be prescribed by section 16(2) of the Law (as defined below) from time to time shall be excluded in their entirety.
1.2 In these Articles:
Annual General Meeting means a General Meeting held in accordance with Article 6.1.
Articles means these articles of incorporation as altered from time to time and the expression "Article" is to be construed accordingly.
Board means the board of directors of the Company, or the board of directors present at a meeting of the board of directors at which a quorum is present, or present at a meeting of a committee of the board of directors.
clear days in relation to the period of notice means that period excluding the day when notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
Committee means the committee of the Company, as more fully defined in Article 16.1.
Committee Member means a member of the Committee.
Committee Resolution means a resolution of the Committee passed in a Committee meeting by simple majority of the Committee members present and entitled to vote on the resolution.
Company means the Company formed under the Memorandum with the name: Guernsey Motorcycle & Car Club LBG.
Company Resolution means a resolution of the Members passed in a General Meeting by a simple majority of those Members present and entitled to vote on the resolution.
connected person in relation to a person means:
a child (including a stepchild or an illegitimate child), parent, grandchild, grandparent, brother or sister of that person;
the spouse or civil partner of that person or of any person falling within paragraph (a) above (where two people are not married to, or civil partners of, each other but live together as if they were a married couple or civil partners, each of them is to be treated as the spouse or civil partner of the other);
a person carrying on business in partnership with that person or with any person falling within paragraph (a) or (b) above;
an institution which is controlled:
by that person or any connected person falling within paragraph (a), (b) or (c) above; or
by two or more persons falling within sub-paragraph (i) above, when taken together;
a body corporate in which:
that person or any connected person falling within paragraph (a), (b) or (c) above has a substantial interest; or
two or more persons falling within sub-paragraph (i) above who, when taken together, have a substantial interest.
Constitution means the Memorandum and Articles and any Rules from time to time in force.
Director means a director of the Company, and includes any person occupying the position of director, by whatever name called.
Extraordinary General Meeting has the meaning set out in Article 6.2.
Financial Year means a year running from 1 January to 31 December.
General Meeting means a general meeting of the Company.
Honorary Competition Secretary means any person appointed from time to time to perform the duties of the competition secretary of the Company.
Honorary Life Member means a person awarded life membership by the Committee in accordance with Article 4.
Honorary Secretary means any person appointed from time to time to perform the duties of the secretary of the Company.
Honorary Treasurer means any person appointed from time to time to perform the duties of the treasurer of the Company.
Law means the Companies (Guernsey) Law, 2008.
Member means a member for the time being of the Company.
Memorandum means the memorandum of incorporation of the Company dated 10 January 2003.
Objects means the Company's objects as set out in the Memorandum.
person includes an individual, a body corporate and an unincorporated body of persons.
President means any person appointed from time to time to perform the duties of the president of the Company.
register means the register of Members kept by the Company as required by section 123 of the Law.
Renewal Date means 31 December of each year.
Rules means any and all rules, regulations and codes of conduct from time to time in force which have been duly made or adopted by the Committee pursuant to these Articles.
Seal means the Common Seal of the Company (if any).
Special Resolution means a resolution of the Members of the Company passed in a General Meeting by at least three quarters of the Members present in person or by proxy and entitled to vote on the resolution.
Statutes means the Law and any other statute from time to time in force concerning companies insofar as the same applies to the Company.
Subscription Fee means the membership subscription fee which is payable by each Member (other than an Honorary Life Member): (a) upon them becoming a Member; and (b) on each subsequent Renewal Date during their membership.
Vice President means any person appointed from time to time to perform the duties of the vice-president of the Company.
Waiver Resolution means a resolution of the Members of the Company passed in a General Meeting by at least 90% of the Members present in person or by proxy and entitled to vote on the resolution.
writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
1.3 Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Law.
1.4 In these Articles:
words in the singular include words in the plural and vice versa;
words imparting a gender include every other gender;
references to a document being "executed" include references to its being executed under hand or under seal or by any other method; and
references to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
1.5 These Articles must be read in conjunction with and are subject to the provisions of the Law.
1.6 Headings and subheadings are included only for convenience and do not affect the meaning of these Articles.
1.7 References to enactments are to such enactments as from time to time modified, re-enacted or consolidated and shall include any enactments made in substitution for an enactment which is repealed and any Ordinances or Regulations made under those enactments.
2 Membership
2.1 Membership shall be open to:
individuals who are resident in the Bailiwick of Guernsey;
companies, corporations, firms and other organisations (including, without limitation, committees or boards of the States of Guernsey) engaged in or interested in motor racing;
members of professions who have an interest in motor racing in the Bailiwick of Guernsey; or
any other individuals, companies, corporations, firms or other organisations whom the Committee may in its absolute discretion admit to membership.
2.2 Any persons who were immediately prior to the date of registration of the Company a member of the unincorporated association known as "Guernsey Motorcycle & Car Club" shall be entitled to become Members.
2.3 All applications for membership must be made in writing in such form (containing an undertaking to be bound by the Constitution if the application is approved) as the Committee may in its absolute discretion from time to time prescribe. Delivery of the application to the Company must be accompanied by the relevant Subscription Fee (which will be returned immediately if the application is not approved).
2.4 Approval of an application for membership will be by Committee Resolution and the Committee may refuse any application without giving reasons.
2.5 Every Member will be provided with a copy of the Constitution upon becoming a Member. It is a condition of membership that the Members will comply with the Constitution.
2.6 The Subscription Fee will be at such rates as may from time to time be fixed by a Company Resolution passed at the Annual General Meeting, and shall become due and payable by each Member (other than an Honorary Life Member) upon joining and on the Renewal Date each year during their membership, or on such date or dates as may be specified in the said Company Resolution.
2.7 The Company may offer different classes of membership and may prescribe a different Subscription Fee for each class of membership.
2.8 Any Member who has failed to pay their Subscription Fee when due shall not be permitted to race or to avail themselves of the facilities of the Company unless and until they have paid their Subscription Fee (subject to their membership being terminated under Article 3.2).
2.9 The interests and rights of a Member are personal only and not transferable or transmissible on death or liquidation.
2.10 Members are entitled to vote at General Meetings in accordance with Article 10 below.
3 Termination of membership
3.1 A Member may terminate their membership of the Company by giving at least one month's notice to the Committee in writing before the next Renewal Date.
3.2 Unless the Committee shall suspend the operation of this Article from time to time for a period either generally or in any specific case or cases, a Member shall automatically cease to be a Member:
if being a company, an order is made or resolution passed for its winding up otherwise than for the purpose of reconstruction;
if they have had their affairs declared en désastre or have a preliminary vesting order made against their Guernsey realty;
if they become bankrupt, suspend payments or compounds with creditors, or are adjudged insolvent;
if they fail to pay the relevant Subscription Fee for a period of 3 months or more beyond the Renewal Date;
if that person has failed to comply with the Constitution in any respect.
4 Honorary Life Members
4.1 The Committee may appoint any person as an Honorary Life Member provided the membership of such persons shall be of benefit to the Company or will help in promoting the causes or kart and motor racing.
4.2 Honorary Life Members are not required to pay any Subscription Fees but may attend and vote at General Meetings.
4.3 The appointment of a person as an Honorary Life Member shall be for their lifetime unless they take any action which may prejudice the good reputation of the Company or they have failed to comply with the Constitution in any respect and the Committee determines that their membership should be terminated.
4.4 The Committee may determine any other privileges of Honorary Life Members from time to time.
5 Notices to Members
5.1 Each Member is deemed to have agreed to accept communication from the Company by electronic means unless the Member notifies the Company otherwise. Notice under this Article 5.1 must be in writing and signed by the Member and delivered to the Company's registered office or such other place as the Committee directs.
5.2 A Member present, either in person or by proxy, at any meeting of the Company is deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
6 General Meetings of Members
6.1 The Company shall hold a General Meeting as its Annual General Meeting at such time and place as may be determined by the Committee, and shall specify the meeting as such in a notice calling it.
6.2 All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
6.3 The Board may call a General Meeting from time to time.
6.4 The Board is required to call a General Meeting if the Company receives requests to do so from Members who represent more than 10% of the total voting rights of all Members having a right to vote at General Meetings.
6.5 Any request made by Members under Article 6.4 must state the general nature of the business to be dealt with at the meeting proposed to be called and may include the text of a resolution that may be properly moved and is intended to be moved at the meeting. The request must be signed by the requesting Members and submitted to the Board.
6.6 Where the Board is required to call a General Meeting under Article 6.4, it must call the General Meeting within 21 days after the date on which it became subject to the requirement and the General Meeting must be held on a date not later than 28 days after the date of the notice convening the meeting.
6.7 Should the Board fail to call and hold the meeting in accordance with Article 6.6, the Members who requested the meeting may themselves convene the meeting.
6.8 All General Meetings shall be called by at least 10 clear days' notice. The notice of a meeting shall specify the date, time and place of the meeting and in the case of special business the general nature of that business, and shall be sent to all Members by email to the email address provided by them to the Company or by post to the address notified by them to the Company in accordance with Article 5.1.
6.9 The accidental omission to give notice of a meeting (General Meeting or otherwise) to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
6.10 Should a Member require any matter to be included on the agenda for the Annual General Meeting, they should notify the Honorary Secretary by the end of the preceding Financial Year.
6.11 Alteration to the Constitution of the Company may be considered only at a General Meeting and proposals shall be notified by any member at least 21 days prior to the date of the General Meeting, and shall be included on the agenda circulated. Any such amendment shall require sanction by a Special Resolution of the Company.
6.12 Business other than that contained in the Agenda ("any other business") may be considered at an Annual General Meeting at the discretion of the Chairman. No Company or Special Resolution may be passed on any matter raised under "any other business" at an Annual General Meeting.
7 Quorum for General Meetings
7.1 No business shall be transacted at any General Meeting unless a quorum is present. 25 persons who are not connected persons, each being a Member, or a proxy for a Member or a duly authorised representative of a corporate Member, shall be a quorum.
7.2 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting, if convened by or upon the requisition of Members, shall be dissolved. If otherwise convened, it shall stand adjourned to the same day in the next week at the same time and place, or such day, time and place as the Committee may determine and, if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, those Members present in person or by proxy or by duly authorised representative shall be a quorum.
8 Attendance and speaking at General Meetings
8.1 A person is able to exercise the right to speak at a General Meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
8.2 A person is able to exercise the right to vote at a General Meeting when:
that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
8.3 The Committee may make whatever arrangements they consider appropriate to enable those attending a General Meeting to exercise their rights to speak or vote at it.
8.4 In determining attendance at a General Meeting, it is immaterial whether any two or more Members attending it are in the same place as each other.
8.5 Two or more persons who are not in the same place as each other attend a General Meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
9 Election and powers of Chairman of General Meetings
9.1 The Chairman of any General Meeting shall be either:
the President; or
in the absence of the President, the Vice-President, and
in the absence of both the President and the Vice-President, then the Members present at the meeting shall elect one of their number to be the Chairman of the meeting.
9.2 The appointment of the Chairman under Article 9.1 at the beginning of an Annual General Meeting shall be temporary. Immediately following the election of the Directors under Article 17 the Chairman of the meeting shall be the newly elected President or, in their absence, the newly elected Vice-President.
9.3 The Chairman of the General Meeting shall conduct the meeting in such a manner as they think fit and may adjourn the meeting from time to time from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. In addition, the Chairman may limit the time for Members to speak.
10 Voting and polls at General Meetings
10.1 A resolution put to the vote of a General Meeting shall be decided by a show of hands unless a majority of those present who are entitled to vote deem that voting shall be by ballot. When voting is by ballot, two scrutineers shall be appointed to count the votes and to inform the Chairman of the result.
10.2 Unless a ballot is duly demanded, a declaration by the Chairman that a resolution has or has not been carried and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
10.3 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall be entitled to a casting vote in addition to any other vote they may have.
10.4 On a show of hands or on a ballot every Member who (being an individual) is present in person or (being a company, corporation, firm or other organisation) is present by a proxy or a duly authorised representative shall have one vote.
10.5 No Member shall vote at any General Meeting if their membership has been suspended for whatever cause or, unless they were a Member in the previous Financial Year, if any Subscription Fees payable by them remain outstanding.
10.6 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
10.7 On a ballot, votes may be given either personally or by a proxy or duly authorised representative.
11 Bodies corporate acting by representatives
Any body corporate which is a Member of the Company may appoint such other person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company and exercise the Member's powers accordingly.
12 Right of Directors and non-Members to attend and speak at General Meetings
12.1 Directors and Committee Members shall be entitled to attend and speak at any General Meeting regardless of whether that Director or Committee Member is a Member or proxy or duly authorised representative of a Member.
12.2 The Chairman of the meeting may permit other persons who are not Members of the Company to attend and speak at a General Meeting.
13 Adjournment of General Meetings
13.1 The Chairman of the meeting may adjourn a General Meeting at which a quorum is present if:
the meeting consents to an adjournment, or
it appears to the Chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
13.2 The Chairman of the meeting must adjourn a General Meeting if directed to do so by the meeting.
13.3When adjourning a General Meeting, the Chairman of the meeting must:
either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors, and
have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
13.4If the continuation of an adjourned meeting is to take place more than 10 days after it was adjourned, the Company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):
to the same persons to whom notice of the company's General Meetings is required to be given; and
containing the same information which such notice is required to contain.
13.5 No business may be transacted at an adjourned General Meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
14 The Directors
14.1 The Company shall have at least 5 Directors and may have as many Directors as the Members by Ordinary Resolution approve.
14.2 The Board shall consist of a minimum of:
the President;
the Vice-President;
the Honorary Secretary;
the Honorary Treasurer; and
the Honorary Competition Secretary
each of whom shall be appointed as a Director and at least 3 of whom (including the President, the Vice-President and the Honorary Treasurer) are not connected persons.
15 The Committee and sub-committees
15.1 The Board may delegate to a committee consisting of the persons holding the positions listed in Article 16.2 below (the Committee) such of its powers as the Board considers appropriate and desirable to be exercised the Committee.
15.2 The Committee shall consist of:
the President;
the Vice-President;
the Honorary Secretary;
the Honorary Treasurer;
the Honorary Competition Secretary
not less than 5 other persons, the actual number to be decided by the Members before the election of Directors at the Annual General Meeting, including a car captain and bike captain
15.3 If the Directors so specify, any such delegation may authorise further delegation of the Directors' powers by the Committee to any one or more sub-committees consisting of one or more Directors, Committee Members or any other Members.
15.4 Any delegation to the Committee or a sub-committee may be made on such conditions, revoked, altered, or otherwise varied as the Board thinks fit.
16 Election of the Directors and the Committee
16.1 Directors and Committee Members shall be elected by Company Resolution at the Annual General Meeting.
16.2 The term of office of each Director and each Committee Member shall be one year.
16.3 At each Annual General Meeting each Director and each Committee Member who has held office for one year shall retire and shall be eligible for re-election.
16.4 A vacancy of any Director or Committee Member which may arise during such person's term of office shall be temporarily filled by an appointment by the Committee.
16.5 Any Director or Committee Member appointed as a replacement shall hold office only until the next Annual General Meeting of the Company, at which meeting they shall be eligible for re-election by the Members for a term of one year.
16.6 At any General Meeting for the election of Directors or Committee Members each Member shall have one vote and such election shall be passed by Company Resolution. Where any elected positions are contested, voting shall be by secret ballot. The nominees need not attend the General Meeting at which they are elected.
16.7 Any Member wishing to stand for a position as a Director or Committee Member must inform the Honorary Secretary that they wish to stand during the Annual General Meeting. They must be proposed by another Member and must confirm to the Honorary Secretary that they consent to the proposed appointment.
16.8 Directors and Committee Members must be persons of integrity and probity who have suitable and appropriate skills and experience for the position to which they are elected.
17 Duties of Directors and Committee Members
Directors and Committee Members have the following duties:
to act in good faith at all times, with a general duty of care;
to act only in accordance with the powers given to them by the Constitution;
to ensure that there are measures in place to enable the Company to achieve the Objects effectively, to fulfil the Company's other obligations under the Constitution and to discharge any legal obligations to which the Company is subject;
to review the activities of the Company, as well as their own performance, from time to time to ensure that the Company continues to achieve the Objects, to fulfil the Company's other obligations under the Constitution and to discharge any legal obligation to which the Company is subject;
to ensure that the financial position of the Company is satisfactory and prudent for the purposes of the Objects, in particular that disbursements are subject to dual control by persons who are not connected persons.
18 Disqualification and removal of Directors and Committee Members
A person ceases to be a Director or Committee Member if:
they cease to be a Director or Committee Member by virtue of any provision of the Statutes or they become prohibited by law from being a Director or Committee Member; or
they resign their office by notice in writing to the Committee; or
they become otherwise ineligible or incapable of continuing to act as a Director or Committee Member for whatever reason;
they have had their affairs declared en désastre or have a preliminary vesting order made against their Guernsey realty;
they become bankrupt, suspend payments or compounds with creditors, or are adjudged insolvent;
they shall for more than 3 consecutive months have been absent without permission of the Committee from meetings of the Board or the Committee (as applicable) held during that period and the Committee resolves that their office be vacated; or
they shall be removed from office as a Director or a Committee Member before the expiration of their period of office by Committee Resolution passed at a meeting of the Committee convened by a Director on at least 21 days' notice provided that:
the Director or Committee Member concerned shall be given at least 10 days' notice of the matters giving rise to the proposed resolution and shall be given a reasonable opportunity to make and have circulated to the Committee written representations and to be heard and represented at the meeting of the Committee called to consider the resolution and at any adjournment thereof; and
a vacancy created by the removal of a Director or Committee Member under this Article may be filled as a casual vacancy by the Committee as the case may be but a person who has been removed shall not be reappointed under this Article.
19 Remuneration and expenses of Directors and Committee Members
19.1 No Director or Committee Member shall be entitled to remuneration for their services as a Director or Committee Member.
19.2 Each Director and Committee Member may be paid all expenses properly incurred in connection with the discharge of their duties.
20 Appointment of agent
The Board may appoint any person (including any officer of the Company or Committee Member) to act as the agent of the Company for such purpose and on such conditions as it determines, including the authority for the agent to execute documents on behalf of the Company or delegate all or any of their powers.
21Power of attorney
21.1 Subject to the Law, the Company may from time to time (and at any time) by power of attorney appoint any person, firm, or body of persons, whether nominated directly or indirectly by the Board or the Committee, to be the attorney of the Company for such purpose and with such of the Board's powers, authorities and discretion and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
21.2 A power of attorney given by the Company shall be valid if executed by the Company under the common signature of the Company.
22 Board meetings
22.1 The Directors may regulate their proceedings as they think fit and may determine amongst themselves any matter relating to the proceedings of Board meetings including:
the number and frequency of meetings,
the quorum required for the holding of meetings,
the appointment and removal of a Chairman of the Board, and
the establishment of committees of the Board.
22.2 Unless the Directors otherwise resolve under Article 23.1(b) the quorum for a Board meeting shall be two Directors who are not connected persons.
22.3 Questions arising at any Board meeting shall be decided by a majority of votes. Each Director is entitled to cast a single vote. In the case of an equality of votes the Chairman shall have a second or casting vote.
23Committee meetings
23.1 The Committee shall meet:
whenever summoned by the Honorary Secretary, who may convene a meeting of their own accord, or must do so by the direction of the President; or
on a requisition signed by two thirds of the Committee.
23.2 The Committee may regulate its own proceedings.
23.3 The quorum for a meeting of the Committee is 6 Committee Members who are not connected persons, of which at least 3 must be Directors.
23.4 Motions shall be carried by a simple majority on a show of hands and the Chairman shall have a second and casting vote.
23.5 If within one half-hour from the time appointed for a Committee meeting, a quorum of the Committee is not present, the meeting shall be adjourned to the same day in the following week, at the same time and place, unless otherwise directed by the Honorary Secretary; and if at the second meeting a quorum is not present within half an hour of the appointed time, the members of the Committee present shall be considered to form a quorum.
23.6 The President, or in his absence the Vice-President, shall be the chairman of meetings of the Committee. In their absence, Committee Members may appoint a chairman by simple majority.
24 Rules
24.1 The Committee shall have power to adopt, make, alter or revoke any and all Rules as they may deem necessary, expedient or convenient for the proper conduct of the affairs of the Company, provided such adoption, creation, alteration or revocation is not inconsistent with the Constitution.
24.2 The Honorary Secretary shall keep a book containing the Rules for the time being in force, signed by them and shall verify by their signature any alteration made therein and record the date of the General Meeting at which the alteration was made and such book shall be prima facie evidence of the Rules.
24.3 Without prejudice to the generality of the foregoing Rules may be made, altered or revoked in connection with:-
membership;
subscriptions;
the Committee and any sub-committee;
proceedings of the Committee and any sub-committee;
premises; and
practices and procedures related to kart and motor racing events in which Members participate in any part of the Bailiwick of Guernsey.
25 Declarations of interest
25.1 A Director or Committee Member who to their knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company, or has any other material interest shall declare the nature and extent of his interest to the Board or the Committee (as applicable). A Director or Committee Member having made such a disclosure, shall not be entitled to vote in respect of any contract or arrangement in which they are interested, but may be counted in the quorum present at the meeting at which such contract or arrangement is approved.
25.2For the purposes of the above Article:
a general notice to the Board or the Committee (as applicable) that a Director or Committee Member is to be regarded as having an interest of the nature and extent specified in the notice of any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director or Committee Member has an interest in any such transaction of the nature and extent so specified; and
an interest of which a Director or Committee Member has no knowledge and of which it is unreasonable to expect them to have knowledge shall not be treated as an interest of theirs.
26 Honorary Secretary and secretarial duties
26.1 The Honorary Secretary is the secretary of the Company for the purposes of the Law and has the functions listed in section 171(a) - (e) of the Law.
26.2 The Honorary Secretary shall attend in person or by deputy all meetings of the Company, the Board and the Committee and take minutes of the proceedings for confirmation at the following meeting, including the names of the Members, Directors and Committee Members present at each such meeting (as applicable).
26.3 The Honorary Secretary shall cause minutes to be made in books kept for that purpose of all proceedings at General Meetings of the Company, and of the Board and the Committee, and any other committees or sub-committees, from time to time.
26.4 All minutes shall be open to inspection by any Member.
26.5 The Honorary Secretary shall maintain records of all official correspondence on behalf of the Company, and file all letters and keep copies of the replies thereto.
27 Honorary Treasurer and accounts
27.1 All monies of the Company shall be banked by and under the control of the Honorary Treasurer in the name of the Company.
27.2It shall also be the duty of the Honorary Treasurer to disburse all monies properly payable by the Company.
27.3 The monies of the Company shall be applied solely for the benefit of the Company, or otherwise in the promotion of the Objects of the Company (as described in the Memorandum).
27.4 Without prejudice to the obligations of any person under the Statutes, the Honorary Treasurer shall be responsible for keeping accounting records in respect of the Company in accordance with the Statutes.
27.5 The accounting records and any other book or document shall be open to the inspection of any Director or Committee Member.
27.6 The Company will send a copy of its accounts to each Member within 12 months after the end of the Financial Year to which the accounts relate.
27.7 The Members may pass a Waiver Resolution exempting the Company from any requirement under the Statutes to have its accounts for a Financial Year audited. The Waiver Resolution may relate to only one Financial Year or to any number, or an indefinite number, of Financial Years.
27.8 If the Members pass a Waiver Resolution under Article 28.7 then the Directors shall cause the accounts of the Company to be independently verified or inspected by a recognised firm of chartered or certified accountants.
28 Indemnity and insurance
28.1 Subject to Article 29.2, each Director and Committee Member, and each former Director and former Committee Member, is hereby indemnified out of the Company's assets against-
any liability incurred by that person in connection with any negligence, default, breach of duty or breach of trust in relation to the Company;
any liability incurred by that person in connection with the activities of the Company;
any other liability incurred by that person as an officer of the Company.
28.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Law or by any other provision of the Statutes.
28.3 The Company may purchase and maintain insurance, at the expense of the Company, for the benefit of any Director or Committee Member, or former Director or former Committee Member, against any loss or liability which has been or may be incurred by that person in connection with that person's duties or powers in relation to the Company.
29Winding up
29.1 The Company shall be wound up voluntarily whenever a special General Meeting is convened at the recommendation of the Committee or on a requisition of the Members. A Special Resolution must be passed at that meeting stating that the Company is to be wound up.
29.2 If a Special Resolution is passed under Article 30.1 above, then a further special General Meeting shall be held within one month at which the original resolution must be ratified by a majority vote of those present and entitled to vote.
29.3 An agenda showing an intention to dissolve the Company must be issued with the notice convening the special General Meeting.
29.4 Clauses 7 and 8 of the Memorandum shall have effect as if the provisions of those Clauses were repeated in these Articles.
30 Common signature
The common signature of the Company may be either:
with the addition of the signature(s) of one or more Directors or Committee Members authorised generally or specifically by the Board for such purpose, or such other person or persons as the Board may from time to time appoint, or
if the Board resolves that the Company shall have a Seal, the Seal affixed in such manner as these Articles may from time to time provide.
31Seal
31.1 If the Board elects to have a Seal, the Committee shall provide for the safe custody of the Seal.
31.2 If a document is executed by the Company by the affixing of the Seal, that affixing shall be witnessed by and signed by a Committee Member and the Honorary Secretary or by two Committee Members.